Conflict of Interest Policy

Effective as of Sept. 14, 2010

Scope

The following statement of policy applies to each member of the Board of Trustees and to all officers and directors of Baker University.

Fiduciary Responsibilities

Board members, officers, and directors of Baker University serve the greater good of the University and have a clear obligation to fulfill their responsibilities in a manner consistent with this fact. All decisions of the Board, officers, and directors of the University, are to be made solely on the basis of a desire to advance the best interests of the University. The integrity of Baker University must be protected at all times.

Men and women of substance inevitably are involved in the affairs of other institutions and organizations. Effective boards and administrations will include individuals who have relationships and affiliations that may raise questions about perceived conflicts of interest. Although many such potential conflicts are and will be deemed inconsequential, every individual Trustee, University officer, and director, has the responsibility to ensure the entire Board is made aware of situations that involve personal, familial, or business relationships that could be troublesome. Thus, the Board requires each Trustee, University officer, and highly paid individual annually:

To be familiar with the terms of this policy;

To disclose to the Board chair any possible personal, familial, or business relationships that reasonably might give rise to a conflict involving the University; and

To acknowledge by his or her signature that he or she is in accordance with the letter and spirit of this policy.

Disclosure

All Trustees, University officers, and directors are requested to list on the disclosure form only those substantive relationships:

They or members of their family maintain with organizations that do business with the University, or

That potentially could be construed to affect their independent, unbiased judgment in light of their decision-making authority and responsibility.

Information shared or gathered shall be confidential except when the institution’s best interests would be served by disclosure. Such disclosure will be made only after informing those concerned.

The following definitions are provided to help Trustees, officers, and directors decide whether a relationship should be listed on the disclosure:

Business relationship: One in which a Trustee, officer, or a member of his or her family as defined below serves as an officer, director, employee, partner, Trustee, or controlling stockholder of an organization that does substantial business with Baker University.

Family member: A spouse, parent, sibling, child, or any other relative if the latter resides in the same household as the Trustee or officer.

Substantial benefit: When a Trustee or a member of the Trustee’s family

Is the actual or beneficial owner of more than 5 percent of the voting stock or controlling interest of an organization that does substantial business with the University, or

Has other direct or indirect dealings with such an organization from the Trustee or a member of the Trustee’s family benefits directly, indirectly, or potentially from cash or property receipts totaling $10,000 or more annually.

Restraint on Participation

Trustees, officers, or directors who have declared a potential conflict of interest, or who have been found to have a potential conflict of interest, shall refrain from participating in consideration of proposed transactions unless the Board or administration requests information or interpretation for special reasons. Should a potential conflict-of-interest matter require an Executive Committee or Board vote to resolve, those concerned shall not be present at the time of the vote.